W3BCLOUD SPAC | PitchSend

Risk Factors The risks presented below are certain of the general risks related to W3BCLOUD Partners Limited (the "Company" or "W3BCLOUD"), Social Leverage Acquisition Corp I ("SLAC") and the proposed business combination between a holding company formed by shareholders of W3BCLOUD, which is the parent of W3BCLOUD ("US Holdco"), and SLAC (the "Business Combination") and such list is not exhaustive. The list below has been prepared solely for purposes of a potential private placement, and solely for potential private placement investors, and not for any other purpose. You should carefully consider these risks and uncertainties, and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the potential private placement before making an investment decision. Risks relating to the business of W3BCLOUD will be disclosed in future documents filed or furnished by W3BCLOUD, US Holdco and SLAC with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of W3BCLOUD, SLAC, US Holdco and the Business Combination, and may differ significantly from, and be more extensive than, those presented below. All references below to "we," "us" or "our" refer to the business of W3BCLOUD. Risks Related to W3BCLOUD's Business and Industry We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate our current business and future prospects, and we may not be able to realize our business plan or manage our growth. We have a business plan which is dependent on the price of Ethereum, Filecoin, Pocket Network and other digital assets that we may validate and hold. If demand for Ethereum, Filecoin, Pocket Network or such other digital assets declines and is not replaced by new demand for digital assets we are able to validate, or if the price of Ethereum, Filecoin, Pocket Network or such other digital assets declines materially, our business, financial condition and results of operations could be adversely affected. We have granted liens on deposit accounts containing Ethereum as collateral under certain of our loan agreements. ● If the token reward for solving blocks and transaction fees are not sufficiently high, the blockchain networks' security and speed may be adversely affected, which will increase the likelihood of a malicious attack. We may also not have an adequate incentive to continue our operations or it may decrease the demand for the blockchains on which we provide services and we may not be able to realize our business plan or manage our growth. Our operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in digital assets or tracking digital asset markets. There is a lack of liquid markets and a risk of possible manipulation of digital assets. Digital assets may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the market price of such digital asset. Our tokens and other digital assets that we hold may be subject to loss, theft, or restriction on access. Ethereum, Filecoin, Pocket Network and other digital asset transactions are irrevocable and stolen or incorrectly transferred Ethereum, Filecoin, Pocket Network or other digital assets may be irretrievable. As a result, any incorrectly executed Ethereum, Filecoin, Pocket Network or other digital asset transactions could adversely affect an investment in us. • Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of Ethereum, Filecoin, Pocket Network, other digital assets or us. As a remote-first company, we may be subject to heightened operational and cybersecurity risks. . ● ● ● Digital Asset, Equipment and Technology Related Risks The future development and growth of Ethereum, Filecoin, Pocket Network and other digital assets for which we may provide services are subject to a variety of factors that are difficult to predict and evaluate and may be in the hands of third parties to a substantial extent. If these digital assets do not grow as we expect, our business, financial condition and results of operations could be adversely affected. The planned transition of Ethereum to "proof-of-stake" validation as part of the implementation of Ethereum 2.0, could make us less competitive and ultimately adversely affect our business, financial condition and results of operations. Due to unfamiliarity and some negative publicity associated with digital asset and blockchain technology, the general public may lose confidence in digital asset or blockchain technology. The cost of obtaining new and replacement hardware and parts has historically been and is likely to continue to be capital intensive and may increase along with the market price of and demand for digital assets, which may have a material and adverse effect on our business, financial condition and results of operations. There are several new and existing competitors in our industry that are purchasing hardware at scale, which may cause delays or difficulty in us obtaining new hardware, which could materially and adversely affect our business and results of operations. Flaws in the source code of blockchain networks may be unknown to us and may negatively affect our business in multiple ways. We may not be able to realize the benefits of forks. The COVID-19 pandemic has disrupted and may continue to disrupt international shipping and we may not be able to obtain new hardware or replacement parts for our existing hardware in a timely or cost-effective manner, which could materially and adversely affect our business, financial condition and results of operations. Digital asset networks are subject to cyber-security risks, which could adversely affect an investment in us. The open source structure of the digital asset network protocols means that the core developers and other contributors are generally not directly compensated for their contributions in maintaining and developing such network protocols. A failure to properly monitor and upgrade the Ethereum, Filecoin or Pocket Network network protocol could damage the Ethereum, Filecoin or Pocket Network network and our business. . · . Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business. • Any significant disruption in our technology could adversely impact our business, financial condition and results of operations. Our data center operations, including the facilities in which our hardware is operated, may experience damages, including damages that are not covered by insurance. We are subject to risks associated with our need for significant electrical power and stable, high-speed internet connections. The decentralized nature of digital asset systems may lead to slow or inadequate responses to crises, which may negatively affect our business. The loss or destruction of private keys required to access any digital assets held in custody for our account may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny, reputational harm, and other losses. Digital assets face significant scaling obstacles that can lead to high fees or slow transaction settlement times. Our transactions, or those of our partners, vendors or other third-parties on which we rely, may expose us to countries, territories, regimes, entities, organizations and individuals that are subject to sanctions and other restrictive laws and regulations. Any failure by us or our partners, vendors or other third-parties with whom we conduct business to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our or their activities outside of the United States could subject us to penalties and other adverse consequences. . . ● ● ● . W3B CLOUD 34